CAPITAL ONE FINANCIAL CORP
For the period ended May 8, 2026. Filed Mar 25, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 8, 2026 · Filed Mar 25, 2026
Use the contents to explore the available documents and sections.
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant
☒
Filed by a party other than the Registrant
☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under §240.14a-12 |
Capital One Financial Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Capitalone 2026 Proxy Statement
Notice of Capital One Financial Corporation’s
2026 Annual Stockholder Meeting
Important Notice Regarding the Availability of Proxy Materials for
the Stockholder Meeting to be held on May 8, 2026
The Proxy Statement and Annual Report to Stockholders are available atwww.proxyvote.com
The 2026 Annual Stockholder Meeting of Capital One Financial Corporation (“Capital One” or “Company”) will be held at Capital One’s campus at 1600 Capital One Drive, McLean, Virginia 22102 on May 8, 2026, at 10:00 a.m. Eastern Time.
Items of Business
As a stockholder, you will be asked to:
| 1. | Elect thirteen nominated directors, who are listed in the proxy statement, as directors of Capital One; |
| 2. | Approve, on a non-binding advisory basis, our Named Executive Officer compensation (“Say on Pay”); |
| 3. | Ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for 2026; and |
| 4. | Consider a stockholder proposal, if properly presented at the meeting. |
Stockholders will also transact other business that may properly come before the meeting.
Record Date
You may vote if you held shares of Capital One common stock as of the close of business on March 11, 2026 (“Record Date”).
Proxy Voting
Your vote is important. You may vote your shares in advance of the meeting via the Internet, by telephone, by mail, or in person at the 2026 Annual Stockholder Meeting. Please refer to the section “How do I vote?” in the proxy statement for detailed voting instructions. If you vote via the Internet, by telephone, or plan to vote in person during the 2026 Annual Stockholder Meeting, you do not need to mail in a proxy card.
2026 Annual Stockholder Meeting Admission
Due to space limitations, attendance is limited to stockholders and persons holding valid legal proxies from those stockholders. Admission to the meeting is on a first-come, first-served basis. Registration will begin at 9:00 a.m. Eastern Time. Valid government-issued identification must be presented to attend the meeting. If you hold Capital One common stock through a broker, bank, trust, or other nominee, you must bring a copy of a statement reflecting your stock ownership as of the Record Date, and if you wish to vote in person, you must also bring a legal proxy from your broker, bank, trust, or other nominee. Cameras, recording devices, and other electronic devices are not permitted. If you require special assistance at the meeting, please contact the Corporate Secretary at 1600 Capital One Drive, McLean, VA 22102.
We look forward to seeing you at the meeting.
On behalf of the Board,
Matthew W. Cooper
Corporate Secretary
March 25, 2026
Proxy Summary
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all the information you should consider in voting your shares. Please read the complete proxy statement and our Annual Report to Stockholders for the fiscal year ended December 31, 2025 (“Annual Report”) carefully before voting.
| Meeting Information | |
|---|---|
| Date: | Friday, May 8, 2026 |
| Time: | 10:00 a.m. Eastern Time |
| Location: | 1600 Capital One Drive, McLean, Virginia 22102 |
| Record Date: | March 11, 2026 |
How to Vote
Your vote is important. You may vote your shares in advance of the meeting via the Internet, by telephone, by mail, or in person at the 2026 Annual Stockholder Meeting. Please refer to the section “How do I vote?” on page 134 for detailed voting instructions. If you vote via the Internet, by telephone, or plan to vote in person at the 2026 Annual Stockholder Meeting, you do not need to mail in a proxy card.
| INTERNET | TELEPHONE | IN PERSON | |
|---|---|---|---|
| Visit www.proxyvote.com. You will need the control number printed on your notice, proxy card, or votinginstruction form. | If you received a paper copy ofthe proxy materials, dial toll- free (1-800-690-6903) or usethe telephone number on yourvoting instruction form. Youwill need the control numberprinted on your proxy card orvoting instruction form. | If you received a paper copy ofthe proxy materials, send yourcompleted and signed proxycard or voting instruction formusing the enclosed postage-paid envelope. | Follow the instructions under“Can I attend the 2026 AnnualStockholder Meeting?” onpage 133 and request a ballotwhen you arrive at themeeting. |
On March 25, 2026, we began sending our stockholders a Notice Regarding the Internet Availability of Proxy Materials (“Notice”).
| CAPITAL ONE FINANCIAL CORPORATION | 2026 PROXY STATEMENT | 1 |
|---|
Voting Item 1: Election of Directors
| Item 1 | You are being asked to elect the following thirteen candidates for director: Richard D. Fairbank, Ime Archibong, Christine Detrick, Suni P. Harford, Peter Thomas Killalea, Cornelis Petrus Adrianus Joseph (“Eli”) Leenaars, François Locoh-Donou, Peter E. Raskind, Eileen Serra, Mayo A. Shattuck III, J. Michael Shepherd, Craig Anthony Williams, and Jennifer L. Wong. Each nominee to our Board of Directors (“Board”) is standing for election to hold office until our next annual stockholder meeting or until their successor is duly elected and qualified. For additional information regarding our director nominees, see “Our Director Nominees” beginning on page 14 and “Skills and Experience of Our Director Nominees” beginning on page 22 of this proxy statement. For a description of our corporate governance practices, see “Corporate Governance at Capital One” beginning on page 24 of this proxy statement. ✓ Our Board unanimously recommends that you vote “FOR” each of these director nominees. |
|---|
Corporate Governance Highlights
| Board Members and Leadership | Board Governance Best Practices | |
| ∎ Twelve of our thirteen director nominees are independent; our Chief Executive Officer (“CEO”) and founder is the only member of management who serves as a director ∎ Appointment of seven new independent directors since 2021, including three new directors in 2025 who served on the board of directors of Discover Financial Services (“Discover”) prior to the acquisition of Discover by Capital One (“Discover Transaction”), two of whom are current director nominees ∎ Active and empowered Lead Independent Director elected annually by the independent members of our Board (“Independent Directors”) ∎ Active and empowered committee chairs, all of whom are independent ∎ Directors have a mix of tenures, including long-standing members, relatively new members, and others at different points along the tenure continuum ∎ Directors reflect a variety of experiences and skills that match the Company’s complexity and strategic direction, and give the Board the collective capability necessary to oversee the Company’s activities ∎ Regular discussions regarding Board recruiting, succession, and refreshment, including director skills and qualifications, that support the Company’s long-term strategic objectives | ∎ Regular executive sessions of the Independent Directors that regularly include separate meetings with our CEO, Chief Financial Officer (“CFO”), General Counsel and Corporate Secretary, Chief Enterprise Risk Officer, Chief Credit and Financial Risk Officer (together with the Chief Enterprise Risk Officer, the “Chief Risk Officers”), Chief Audit Officer, Chief Information Security Officer, Chief Technology Risk Officer, Chief Credit Review Officer, and/or Chief Compliance Officer ∎ Annual assessments of the Board and each of its committees, the Independent Directors, and the Lead Independent Director ∎ Active engagement and oversight of Company strategy; risk management (including technology risk management); the Company’s political activities and contributions; and the Company’s corporate impact ∎ Direct access to members of management by the Board ∎ Annual CEO evaluation process led by the Lead Independent Director ∎ Regular talent and succession planning discussions regarding the CEO and other key executives ∎ Regular meetings between the Board and federal banking regulators |
| 2 | CAPITAL ONE FINANCIAL CORPORATION | 2026 PROXY STATEMENT |
Stockholder Engagement and Stockholder Role in Governance
∎ Regular stockholder outreach and engagement throughout the year by our CEO, CFO, and Investor Relations team regarding the Company’s strategy and performance ∎ Formal outreach and engagement with governance representatives of our largest stockholders at least two times per year ∎ Feedback from investors regularly shared with our Board and its committees to ensure that our Board has insight into investor views ∎ The Board and its Governance and Nominating Committee review extensive briefings and benchmarking reports on corporate governance practices and emerging issues of focus ∎ Majority voting for directors with resignation policy in uncontested elections ∎ Stockholders can act by written consent, subject to certain procedural and other safeguards that the Board believes are in the best interests of Capital One and our stockholders ∎ Stockholders holding at least 25% of outstanding common stock may request a special meeting ∎ Stockholders holding at least 3% of outstanding common stock continuously for at least three years can nominate director candidates for inclusion in our proxy materials ∎ No supermajority vote provisions in our Bylaws or Certificate of Incorporation ∎ No stockholder rights plan (commonly referred to as a “poison pill”) ∎ Detailed director skills matrix, showing each individual nominee’s self-identified skills and attributes that are most relevant to fulfill the Board’s oversight responsibilities considering the Company’s strategy, businesses, and risk management
Voting Item 2: Advisory Vote on Our Named Executive Officer Compensation (“Say on Pay”)
| Item 2 | You are being asked to approve, on an advisory basis, the compensation of our named executive officers (“NEOs”). For additional information regarding our executive compensation program and our NEO compensation, see “Compensation Discussion and Analysis” beginning on page 54 and “Named Executive Officer Compensation” beginning on page 98 of this proxy statement. ✓ Our Board unanimously recommends that you vote “FOR” the advisory approval of our 2025 NEO Compensation as disclosed in this proxy statement. |
|---|
Our executive compensation program is designed to attract, retain, motivate, and reward leaders who deliver strong business results, drive growth and innovation, and facilitate the long-term success of the Company. We believe our executive compensation program strongly links rewards with both business and individual performance over multiple time horizons. We aim to align our executives’ interests with those of our stockholders while supporting safety and soundness, and appropriately balancing risk.
2025 Company Performance
Each year the Compensation Committee (“Committee”) and the Independent Directors review and evaluate the Company’s qualitative and quantitative performance to make determinations regarding the compensation of our NEOs based on Capital One’s pay-for-performance philosophy. The Committee seeks to link the compensation of the NEOs directly to the Company’s performance and the executives’ contributions to that performance.
In 2025, Capital One delivered strong financial results, including top-line revenue growth, resilient account and loan growth, solid credit performance, and strong stewardship of stockholder capital. The Company made
| CAPITAL ONE FINANCIAL CORPORATION | 2026 PROXY STATEMENT | 3 |
|---|
significant progress on its long-term strategic initiatives, enabled by years of transformation and growth and key investments in talent, technology, and risk management. Capital One also completed the Discover Transaction on May 18, bringing together two companies with histories of delivering strong organic growth, attractive and resilient financial results, and award-winning customer experiences. The Discover Transaction further positions Capital One as a diversified bank and to operate a global payment network, a rare and valuable asset at a time of significant disruption and innovation across the payments landscape.
Capital One has a wealth of opportunities that put the Company in a position to deliver sustained growth and strong performance in a changing marketplace, and the Company continued to make sustained investments in future growth and capabilities. Capital One earned a number of external awards and accolades related to our products and customer experiences, including flagship banking awards for excellence in customer experience and satisfaction. We maintained strong associate morale and engagement as measured through our internal surveys, and we invested heavily in recruiting, developing, and retaining exceptional talent. In 2025, we continued to invest in the communities in which we live and work, including through significant grants and philanthropic support as well as the combination of general and skills-based associate volunteerism to serve and support nonprofits across our footprint.
When awarding NEO compensation for the 2025 performance year, the Committee and the Independent Directors specifically considered the following quantitative(1) and qualitative results:
| ∎ | Net Revenue of $53.4 billion, an increase of 37% from 2024, driven by strong line of business results as well as the acquisition of Discover. Total loans held for investment (“Total Loans”) as of December 31, 2025 were $453.6 billion, an increase of 38% from 2024. |
| ∎ | Net Interest Margin(2) of 7.8%, a 96 basis point (“bps”) increase from 2024. |
| ∎ | Operating Efficiency Ratio(3) of 46.1%, compared to 43.3% in 2024. Adjusted operating efficiency ratio(1)(4) improved 151 bps to 40.8%, from 42.4% in 2024. |
| ∎ | Efficiency Ratio(3) of 57.1%, compared to 54.9% in 2024, due primarily to integration expenses as well as investments in future growth and capabilities. Adjusted efficiency ratio(1)(4) improved to 51.8% in 2025 from 54.0% in 2024, due primarily to impacts from the Discover Transaction. |
| ∎ | Diluted Earnings Per Share (“EPS”) of $4.03, compared to $11.59 in 2024. Adjusted diluted EPS(1)(4) of $19.61, an increase of 40% from $13.96 in 2024. |
| ∎ | Return on Average Tangible Common Equity (“ROTCE”)(1)(5) of 3.2%, compared to 11.2% in 2024. Adjusted ROTCE(1)(5) of 18.5%, an increase from 13.5% in 2024. |
| ∎ | The Closing of the Discover Transaction. We received regulatory approval for the acquisition of Discover in April of 2025 and completed the transaction on May 18, 2025. The successful closing marked 15 months since the announcement of the deal in February of 2024, and reflected significant effort and investment across leadership and line of business teams. |
| ∎ | Initial Integration of Discover included successful closing day activities across critical financial and risk management systems, the conversion of key HR experiences and programs, and the substantial completion of the reissuance of legacy Capital One customer debit cards onto the Global Payment Network. Successful early integration activities during the year kept the Company on track to deliver expected deal synergies. |
| ∎ | Strong Liquidity and Capital Management with continued balance sheet strength. As of year end: (i) total deposits were $475.8 billion, an increase of 31% from 2024 driven by both organic growth and the addition of Discover; (ii) approximately 85% of Capital One’s total deposits were Federal Deposit Insurance Corporation (“FDIC”) insured; (iii) common equity Tier 1 capital ratio(6) was 14.3%, an increase |
| 4 | CAPITAL ONE FINANCIAL CORPORATION | 2026 PROXY STATEMENT |
from 13.5% at year end 2024 and significantly above regulatory requirements; and (iv) Capital One’s fourth quarter average Liquidity Coverage Ratio (“LCR”)(7) was 173%.
| ∎ | Strong Credit Risk Management with a net charge-off rate of 3.3%, versus 3.4% in 2024. Business line credit trends in Card, Auto, and Commercial were favorable to market and industry peers, primarily the result of modern technology and analytics, as well as strategic choices and actions to manage evolving credit risks. |
| ∎ | Tangible Book Value Per Common Share(8) was $107.72, an increase of 0.7% from $106.97 in 2024. |
| ∎ | Total Shareholder Return (“TSR”) of 37.7% for the one-year period ended December 31, 2025, outpacing both the KBW Bank Index total return of 32.6%, and the S&P 500 total return of 17.9%. Capital One’s three-year and five-year TSR for the periods ended December 31, 2025 were 174.7%, and 168.0%, respectively, significantly outperforming the total return of the KBW Bank Index, which was 80.3%, and 96.0% over the same time periods. |
| ∎ | Strong Enterprise Risk Management. Capital One continued to deliver high-quality foundational risk management activities and achieved strong results on its critical regulatory exams and engagements. |
| ∎ | Customer Service and Advocacy. The Company enjoyed strong customer advocacy; achieved high Net Promoter Scores across lines of business, products, and digital experiences; and earned external accolades for our products and customer service. |
| ∎ | Continued Investments in Our Long-term Future. The Company invested in: (i) marketing and product innovation to support growth; (ii) technology, data, and modern infrastructure to support innovation; and (iii) talent and tools to deliver top tier software development, rigorous risk management, and artificial intelligence (“AI”) capabilities. |
See “Executive Summary” beginning on page 55 and “Company Performance Assessment” beginning on page 74 for more information regarding the Company’s 2025 performance.
| (1) | The Committee considers these metrics to be key financial performance measures in its assessment of the Company’s performance, including certain non-GAAP measures. We believe our non-GAAP measures help investors and other users of our financial information understand the effect of adjusting items on our selected reported results. These measures may not be comparable to similarly titled measures reported by other companies. See Appendix A for our definition and reconciliation of these non-GAAP measures to the applicable amounts measured in accordance with GAAP. |
| (2) | Net interest margin is calculated based on net interest income for the period divided by average interest-earning assets for the period. |
| (3) | Operating efficiency ratio is calculated based on operating expense for the period divided by total net revenue for the period, and reflects as-reported results in accordance with GAAP. Efficiency ratio is calculated based on total non-interest expense for the period divided by total net revenue for the period, and reflects as-reported results in accordance with GAAP. |
| (4) | Adjusted diluted EPS, adjusted operating efficiency ratio, and adjusted efficiency ratio are non-GAAP measures. See Appendix A for our reconciliation of these non-GAAP measures to the applicable amounts measured in accordance with GAAP. |
| (5) | ROTCE and adjusted ROTCE are non-GAAP measures. ROTCE is calculated based on net income (loss) available to common stockholders less income (loss) from discontinued operations, net of tax, for the period, divided by average tangible common equity. Adjusted ROTCE is calculated based on adjusted net income available to common stockholders less discontinued operations (non-GAAP) (as disclosed in Appendix A) divided by average tangible common equity. Average tangible common equity is not adjusted. We consider these metrics to be part of the key financial performance measures that management uses when assessing returns and capital management over time. While these non-GAAP measures are widely used by investors, analysts, and bank regulatory agencies to assess the operating performance and capital position of financial services companies, they may not be comparable to similarly-titled measures reported by other companies. See Appendix A for our reconciliation of non-GAAP measures to the applicable amounts measured in accordance with GAAP. Adjusted ROTCE is not the same as PSU Adjusted ROTCE referenced within this proxy statement. |
| (6) | Common equity Tier 1 capital ratio is a regulatory capital measure calculated based on common equity Tier 1 capital divided by risk-weighted assets. |
| (7) | LCR is a regulatory liquidity measure calculated by dividing the amount of an institution’s high quality, unencumbered liquid assets by its estimated net cash outflow, as defined and calculated in accordance with the LCR Rule. |
| CAPITAL ONE FINANCIAL CORPORATION | 2026 PROXY STATEMENT | 5 |
|---|
| (8) | Tangible book value per common share is a non-GAAP measure calculated based on tangible common equity divided by common shares outstanding. We consider this metric to be part of the key financial performance measures that management uses when assessing returns and capital management over time. While this non-GAAP measure is widely used by investors, analysts and bank regulatory agencies to assess the operating performance and capital position of financial services companies, it may not be comparable to similarly-titled measures reported by other companies. See Appendix A for our reconciliation of this non-GAAP measure to the applicable amounts measured in accordance with GAAP. |
Highlights of Our 2025 Compensation Programs
We believe that our NEO compensation programs balance the achievement of strong and sustainable financial results with appropriate risk-taking, reward NEOs for their leadership and impact, and promote our overall compensation objectives. Our compensation programs are structured to encourage our executives to deliver financial and operating results over the short term while making decisions and pursuing investments that create sustained value for our stockholders over the long term.
Key features of our 2025 compensation programs include:
| ∎ | No CEO Cash Salary. Our CEO does not receive a cash salary. |
| ∎ | Fully-Deferred CEO Pay. 100% of CEO compensation is deferred for at least three years. |
| ∎ | The Payout of a Majority of CEO Year-End Incentive Compensation Determined by Formula. A majority of our CEO’s year-end incentive compensation for the 2025 performance year was awarded in the form of performance share awards that vest based entirely on the Company’s three-year performance on an absolute basis and/or relative to the Company’s peers (“Performance Share Peers”), which consists of the KBW Bank Index, excluding non-traditional banks that do not focus on lending to consumers and businesses. |
| ∎ | A Portion of CEO 2025 Performance Share Awards Linked to TSR. A portion of our CEO year-end incentive performance share awards will vest based entirely on the Company’s TSR performance relative to the Performance Share Peers over a three-year period. |
| ∎ | Awards Based on Company and Individual Performance. All NEOs receive incentive awards based on Company and/or individual performance. For 2025, 100% of CEO compensation and approximately 83% of the compensation for the other NEOs was based on Company and/or individual performance. |
| ∎ | The Majority of CEO Compensation and Half of All Other NEO Compensation is Equity-Based and Determined After Performance Year-End. 83% of our CEO’s and approximately 50% of all other NEOs’ total compensation for the 2025 performance year was equity-based to align with stockholder interests. In addition, 94% of CEO compensation and the majority of all other NEO compensation was determined after the conclusion of the performance year, allowing the Board to consider the actions and results of the executive management team and the full year of Company and individual performance when awarding year-end incentive awards. |
| ∎ | All Equity and Equity-Based Awards Contain Performance and Recovery Provisions. All equity awards contain performance and recovery provisions that are designed to further enhance alignment between pay and performance, balance appropriate risk-taking, and align with the best interests of stockholders. All incentive-based compensation is subject to the Capital One Financial Corporation Recoupment Policy (“Clawback Policy”). See “Additional Performance Conditions and Recovery Provisions” beginning on page 88 for more information. |
| 6 | CAPITAL ONE FINANCIAL CORPORATION | 2026 PROXY STATEMENT |
2025 Compensation Decisions
All references in this Proxy Statement to our compensation “programs” and to “performance year” compensation refer to our regular recurring annual compensation programs and exclude the Discover-Related Special Awards described below.
2025 CEO Performance Year Compensation
The CEO’s compensation for the 2025 performance year was composed of an equity award designed to provide the CEO with an incentive to focus on long-term performance and the opportunity for a year-end incentive award based on the Committee’s evaluation of the Company’s performance and the CEO’s contributions to that performance. Mr. Fairbank’s total 2025 performance year compensation was approximately $40 million and consisted of:
| ∎ | Restricted Stock Units (“RSUs”) granted in February 2025, which had a total grant date value of approximately $2.5 million, totaling 12,493 RSUs. The RSUs will vest in full on February 15, 2028, settle in cash based on the Company’s average stock price over the 15 trading days preceding the vesting date, and are subject to performance-based vesting provisions. |
| ∎ | Year-End Incentive Award totaling approximately $37.5 million granted in February 2026 in recognition of the Company’s performance and the CEO’s contribution to that performance in 2025 and consisting of: |
| ∎ | Performance Shares. Performance share awards with an aggregate value of approximately $24.8 million, for which the CEO may receive from 0% to 150% of a total target number of 111,043 shares of the Company’s common stock based on the Company’s financial performance (with respect to 98,953 shares, or approximately $22.1 million of the awards) and TSR (with respect to 12,090 shares, or approximately $2.7 million of the awards) over a three-year period from January 1, 2026 through December 31, 2028. |
| ∎ | RSUs. 26,865 cash-settled RSUs (“Year-End Incentive RSUs”) valued at $6.0 million, which vest in full on February 15, 2029, settle in cash based on the Company’s average stock price over the 15 trading days preceding the vesting date, and are subject to performance-based vesting provisions. |
| ∎ | Deferred Cash Bonus. A deferred cash bonus of $6.7 million, which is mandatorily deferred for three years into the Company’s Voluntary Non-Qualified Deferred Compensation Plan (“VNQDCP”) and will pay out in the first calendar quarter of 2029. |
The chart below shows Mr. Fairbank’s actual 2025 performance year compensation*:
Deferred Cash 17% Deferred Cash Bonus $6.7 million RSUs $2.5 million Year-End Incentive RSUs $6.0 million total compensation $40.0 million performance shares $24.8 million Equity-Based 83%
| * | Does not include the Discover-Related Special Award. |
|---|
| CAPITAL ONE FINANCIAL CORPORATION | 2026 PROXY STATEMENT | 7 |
|---|
The table below shows Mr. Fairbank’s compensation awards as they are attributable to the performance years indicated. The table shows how the Committee views compensation actions and to which year the compensation awards relate. This table differs substantially from the Summary Compensation Table and Pay Versus Performance Table required for this proxy statement beginning on page 98 and page 116, respectively, and is therefore not a substitute for the information required in those tables. See “Chief Executive Officer Compensation” beginning on page 67 for a description of the compensation paid to our CEO and additional information regarding Mr. Fairbank’s 2025 performance year compensation.
| PerformanceYear · Cash Salary · Year-End Incentive · Total | ||||||
|---|---|---|---|---|---|---|
| Cash-Settled RSUs · Deferred Cash Bonus · Cash- Settled RSUs · Performance Shares(1) | ||||||
| 2025(2) | $— | $2,500,099 | $6,700,000 | $6,000,029 | $24,800,344 | $40,000,472 |
| 2024 | $— | $2,500,125 | $5,500,000 | $5,000,198 | $20,500,293 | $33,500,616 |
| 2023 | $— | $2,500,032 | $5,000,000 | $4,700,046 | $16,800,085 | $29,000,163 |
| (1) | See “Performance Share Award Metrics” beginning on page 70 for a description of the metrics applicable to the performance shares. |
| (2) | Does not include the Discover-Related Special Award. |
2025 NEO Performance Year Compensation
NEO (other than the CEO) compensation for the 2025 performance year was composed of a mix of cash and equity-based compensation and consisted of (i) a base salary and (ii) an annual year-end incentive opportunity that consisted of a cash incentive and a long-term incentive opportunity. The long-term incentive opportunity was comprised of performance shares and stock-settled RSUs as determined by the Committee and the Independent Directors. The chart below shows the elements of NEO compensation as an approximate percentage of NEO actual 2025 performance year compensation*:
Base Salary 17% Cash-Based 50% Cash Incentive 33% Total compensation range $6.5 million - $8.2 million RSUs 23% Equity-Based 50% Performance Shares 27%
| * | Does not include the Discover-Related Special Awards. |
|---|
See “NEO Compensation” beginning on page 81 for a description of performance year compensation to the NEOs (other than the CEO).
Discover-Related Special Awards
The Committee and the Independent Directors approved special awards to our NEOs in recognition of the NEOs’ contributions to the Discover Transaction, ongoing and anticipated work to integrate the Discover business, and/or changes to their roles following the Discover Transaction, which we refer to as the “Discover-Related Special Awards.” See “Discover-Related Special Awards” beginning on page 86 for more information. The Discover-Related Special Awards are not part of our compensation programs and will not be awarded on a regular recurring basis.
| 8 | CAPITAL ONE FINANCIAL CORPORATION | 2026 PROXY STATEMENT |
Voting Item 3: Ratification of the Selection of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for 2026
| Item 3 | You are being asked to ratify the Audit Committee’s selection of Ernst & Young LLP as our independent registered public accounting firm for 2026. For additional information regarding the Audit Committee’s selection of and the fees paid to Ernst & Young LLP, see “Audit Committee Report” on page 127 and “Ratification of Selection of Our Independent Registered Public Accounting Firm” beginning on page 125 of this proxy statement. ✓ Our Board unanimously recommends that you vote “FOR” the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for 2026. |
|---|
Voting Item 4: Stockholder Proposal
| Item 4 | You are being asked to vote on one stockholder proposal. For additional information regarding the proposal, see “Stockholder Proposal” beginning on page 128 of this proxy statement. û Our Board unanimously recommends that you vote “AGAINST” the stockholder proposal as disclosed in this proxy statement. |
|---|
| CAPITAL ONE FINANCIAL CORPORATION | 2026 PROXY STATEMENT | 9 |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.